Exemptions From Registration

Oklahoma Accredited Investor Exemption - Oklahoma provides an Oklahoma Accredited Investor Exemption ("OAIE") based upon the Model Accredited Investor Exemption (MAIE). OAIE provides exemption from securities registration only for offers and sales to accredited investors and can be found at 660:11-11-52 of the Rules of the Oklahoma Securities Commission and the Administrator of the Department of Securities (Rules).  A notice filing is required to claim the OAIE and must include the forms below.

Oklahoma Filing Instructions for Regulation D Offerings - The authority and information regarding covered securities offered pursuant to Rule 506 of Regulation D can be found at section 1-302(c) of the Oklahoma Uniform Securities Act of 2004 (OUSA of 2004) and 660:11-11-61 of the Rules.  In regard to Rule 504 and Rule 505 offerings of Regulation D, the authority and information can be found at section 1-203 of the OUSA of 2004 and 660:11-11-43 of the Rules.  In summary, Issuers relying on Regulation D shall file with the Administrator a notice of exemption.  said notice shall include the following items:

    1. A copy of the most recently filed Form D that is filed with the United States Securities and Exchange Commission (SEC) be filed with the Administrator no later than fifteen (15) days after the first sale of securities subject to the Oklahoma Securities Act. The Form D shall be manually signed in the state signature block for all Rule 504 and 505 offerings.

    2. A filing fee of $250 for the initial notice filing, as required by the Act. Checks should be made payable to the Oklahoma Securities Department.

    3. A consent to service of process Form U-2 appointing the Administrator of the Oklahoma Department of  Securities, or the Administrator's successor, as service agent.

Other information e.g. the private placement memorandum, agreements, etc. is not required to be filed.

The Department's mailing address is: Oklahoma Department of Securities
204 North Robinson, Suite 400
Oklahoma City, OK 73102
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